1. On February 12, 2013, Sensata Investment Company S.C.A. ("Sensata Investment Co.") distributed (i) 647,079 ordinary shares of Sensata Technologies Holding N.V. (the "Issuer") to certain Bain Capital Funds discussed below, (ii) 1,674,896 ordinary shares of the Issuer to Asia Opportunity Fund II, L.P. ("Asia Fund II") and (iii) 17,026 ordinary shares to AOF II Employee Co-invest Fund, L.P ("AOF II"). Following such distributions, Sensata Investment Co. held 77,630,511 ordinary shares of the Issuer. The recipient Bain Capital Funds further distributed the ordinary shares to one or more members or partners in connection with certain charitable gifts made by such much members or partners on February 12, 2013. Asia Fund II and AOF II, which are equity holders of Sensata Investment Co., did not further distribute the ordinary shares.

2. Sensata Investment Co. is controlled by its manager, Sensata Management Company S.A. ("Sensata SA") through its board of directors. All of the outstanding capital stock of Sensata SA is owned by Bain Capital Fund VIII, L.P. ("Fund VIII") and Bain Capital Fund VIII-E, L.P. ("Fund VIII-E"), and in that capacity, these funds have the power to appoint the directors of Sensata SA. Because of the relationships described in footnotes (3) and (5) below, Bain Capital Investors, LLC ("BCI") may be deemed to control Fund VIII and Fund VIII-E and thus may be deemed to share voting and dispositive power with respect to the ordinary shares of the Issuer held by Sensata Investment Co. (Continued in Footnote 3).

4. In connection with the distribution to the Bain Capital Funds discussed in proviso (i) of the first sentence in Footnote 1, certain Bain Capital Funds received ordinary shares of the Issuer. Each Bain Capital Fund then further distributed all of the ordinary shares of the Issuer it received from Sensata Investment Co. to one or more members or partners in connection with charitable gifts made by such members or partners on February 12, 2013.

5. BCI is the managing general partner of BCIP III, BCIP Trust III, BCIP III-B, BCIP Trust III-B and BCIP-G. BCI is also the general partner of Bain Capital Partners IX, L.P., which is the general partner of Fund IX and Coinvestment IX. BCI is also the general partner of Bain Capital Partners VIII, L.P. which is the general partner of Fund VIII and Coinvestment VIII. BCI is also the general partner of Bain Capital Partners VIII-E, L.P., which is the general partner of Fund VIII-E. By virtue of these relationships with BCI, BCI may be deemed to share voting and dispositive power with respect to the ordinary shares of the Issuer that may be deemed to be beneficially owned by the Bain Capital Funds. BCI and each of the Bain Capital Funds disclaims beneficial ownership of the shares owned by Sensata Investment Co. except to the extent of their pecuniary interest therein.

/s/ Paul Edgerley

02/14/2013

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).